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Please check out our plans and pricing, or feel free to request a specific quote to suit your specific requirements. NO contracts. No hidden fees. No hassles. Multi-provider discounts are available. Social Share. Contact Us Learn More. Hype has helped us make good use of our time in billing and remittances and overall reporting.

Create a claim, effortlessly, in 10 seconds or less! Contact Us. Pick a plan that suits your needs Pay only for what you need! Unlimited OHIP billing. Healthcard validation. Unlimited online support. Full training. SSL security. Ask about our FREE trial version and begin billing today! All Starter features plus OHIP demog. FULL scheduling features. Phone support M-F 9am-6pm. Patient appointment reminders. On March 26, , the Company also acquired Logical Brokerage is a futures introducing broker headquartered in Miami, Florida registered with the Commodity Futures Trading Commission, and a member of the National Futures Association.

In September , we changed our state of incorporation to Nevada from Colorado. Our website address is www. The information contained on, or accessible through, our website is not part of this prospectus. Management Changes. The Company experienced significant changes to its management and board of directors in and , including: i the resignation of its chief executive officer and chairman of the board of directors, John O'Rourke on September 8, , ii the subsequent appointment of Christopher Ensey as the Company's Interim Chief Executive Officer, iii the appointment of Remo Mancini as chairman of the board of directors, who had previously served as a member of the board of directors beginning on his appointment in February ; iv Mr.

Andrew Kaplan resigned as an independent member of the board of directors effective as of October 22, ; v Mr. Benjamin Yi was appointed to serve as an independent member of the board of directors effective as of October 23, ; vi the termination of Mr.

Jeffrey G. These changes to the management and the board of directors of the Company during and have been made according to the needs and strategic vision of the Company. Management and the board of directors believe these changes will enable the Company to achieve its short- and long-term goals of 1 improving the operational effectiveness of its mining operations, 2 developing its RiotX exchange, 3 raising additional capital, and 4 improving the efficiency and cost-effectiveness of its operations and management over the medium and long terms.

Digital Currency Mining Operations. Overview of Mining Operations. The primary focus of the Company is our digital currency mining operations. Digital currencies are digital or virtual currencies used as a medium of exchange outside of the traditional state-backed fiat currencies. Blocks are added to the blockchain chronologically and, once added, are unchangeable. Thus, digital currencies are seen as a secure means of storing and recording information regarding a transaction or set of transactions.

To incentivize the creation of blocks for the blockchain, digital currency tokens are awarded on a per block basis for block creation, a process which is known in the industry as mining. Bitcoin mining entails solving complex mathematical problems using custom designed and programmed application-specific integrated circuit computers referred to as miners.

Bitcoin miners provide transaction verification services to a given blockchain by solving complex algorithms to encode additional blocks into the blockchain, which blocks serve as immutable records of transactions once added to the blockchain. When a miner is successful in adding a block to the blockchain, it is rewarded with a fixed number of bitcoin. Blocks are added to the blockchain on a first-to-finish basis, meaning that the first miner to solve an algorithm and verify a given transaction is the only miner to receive a bitcoin reward.

In response to these factors, the Company has entered into mining pools, whereby multiple miners allocate their collective computing powers to solving a given algorithm thereby increasing the collective hash rate devoted to a given algorithm. By pooling their efforts, miners in a pool are more likely to verify a given transaction and add a block to the Blockchain than miners acting individually.

Pool miners are awarded a fractional reward based on the hash rate each contributed to the pool on a given transaction, regardless of whether the individual miner actually solved the applicable algorithm. Miners are allocated a share of every reward obtained by the pool, and thus the risk of not solving the algorithm first is reduced.

The Company participates in pools on an at-will basis, and is under no obligation to remain in a given pool and may terminate its engagement with a given pool at any time. Presently, management believes participating in mining pools is the most efficient means of mining digital currencies, but is under no obligation, nor does it provide any assurance that it will continue to do so in the future.

Oklahoma City Mining Facility. Beginning in February of , we relocated our mining operations to our Oklahoma City facility, which is leased by our subsidiary, Kairos. These miners have been installed and operational since being deployed in June of Kairos leased the Oklahoma City facility from Reno 1, L.

Under the initial terms of the Lease, the Company was required to pay for 12 megawatts of power per month, regardless of the actual power consumption by its miners. Before upgrades were made to the software of our miners which made our mining activities much more energy efficient, this fixed cost arrangement was beneficial to the Company, as the Company had access to the allotted 12 megawatts of power each month during a time of peak demand for electric power.

When the original lease was entered into, computing power, and therefore electricity, was in high demand among competitors in the bitcoin mining marketplace, and management believed that securing access to 12 megawatts of electric power per month at a fixed price was a sound business decision given those conditions. Subsequent changes to the software of our miners and facility improvements have made the miners far more energy-efficient and therefore this fixed cost arrangement had become cost-inefficient, as the Company used less than the allotted 12 megawatts of power per month.

Accordingly, for these reasons and other economic factors, the Company renegotiated the Lease. The changes to the Lease will not impact the number of miners deployed at the facility. The reduction in the base rent was the product of negotiations between the Company and Reno and reflects changes to the economics of the Lease, rather than any change in the leased space or the number of deployed miners. These changes to the Lease will allow the Company to be more responsive to changes in the profitability of its digital currency mining operations.

The Company can, under the amended Lease, decide to reduce or temporarily switch off, any number of its miners in the facility and therefore reduce its variable electricity costs for that period. Whereas under the original lease agreement, the Company would have still incurred the same electricity cost, regardless of actual electricity use. These changes allow the Company to monitor its monthly costs by optimizing its mining performance by operating its miners at less than full capacity during times of peak electricity rates.

Heat dissipation requires significant electrical power. As the hash rate produced from operation of the miners is increased, so too is the electricity used both in operation and from heat dissipation. Accordingly, the electricity cost incurred in operation of the miners increases as the hash rate produced is increased. This increased electricity usage comes at substantial cost to the Company, and, accordingly, when the conversion spot price of bitcoin declines, the profitability of operating the mine at peak capacity declines.

In addition to the need to dissipate the heat generated from the operation of the miners, environmental heat must also be dissipated. Under the original lease agreement, the Company incurred the same electricity cost regardless of electricity used, so it was negatively incentivized to reduce or halt its mining activities in response to dips in the conversion spot price of bitcoin.

Under the amended Lease, however, the Company can reduce or even halt the operation of its miners temporarily in response to changing market conditions and see a corresponding reduction of its electricity costs for its facility. Furthermore, the Company expends electricity in dissipating environmental heat affecting its miners.

As the environmental heat increases, so does the amount of electricity required to dissipate that heat. In times of extreme heat, the cost of dissipating the heat from operation of the miners can be substantial. Development of a U. Overview of the RiotX Exchange.

In addition to those business developments previously reported by the Company in its annual report on Form K, quarterly reports on Form Q, and periodic reports on Form 8-K, the Company has continued its exploration of the development of a U. The Company has been investigating and pursuing the regulatory pathway for the launch of a digital currency exchange in the United States since the beginning of The Company believes that, by providing a stable and secure platform for the exchange of digital currencies, it will attract significant trading volume, thereby providing the Company with consistent revenue per trade, independent of the price of any one digital currency.

The Company has selected the Exchanged Currencies for exchange on RiotX based on internal and external reviews, and will only include those currencies for which it has full regulatory and legal authorization to include. The Company plans to only contract with companies that have established track records as industry leaders, which comply with federal, state and local laws, and, if required are in compliance with U. The Company assesses each vendor using a risk management process that evaluates key risk factors related to their performance and their potential impact on the Company, including, without limitation, its capital structure, financial condition and liquidity.

The Company has engaged external advisors and legal counsel to review contracts and conduct due diligence related to financial stability and performance, and cybersecurity procedures. Agreements with Third Party Vendors. As the Company continues to explore and develop its planned U. As of the date of this prospectus, the Company has entered into several such relationships with third parties to provide RiotX with these core services.

Under the terms of the SynapseFi Agreement, SynapseFi will engage Evolve, or any successor financial institution designated by SynapseFi, to provide banking services directly to RiotX and its end users. Pursuant to the terms of the SynapseFi Agreement, the Company has agreed to permit SynapseFi to conduct periodic security, compliance and risk reviews, and audits of RiotX on behalf of Evolve as a means of ensuring continued compliance.

The SynpaseFi Agreement will enable RiotX users to gain access to accredited banking institutions, and it will provide the Company with assurances through its API of the identity and location of RiotX users. The API provided by SynapseFi will enable the Company to track and identify its users in order to prevent fraud and improper use of its RiotX exchange. As the Company has previously disclosed, regulatory compliance has been and continues to be a top priority for its development of RiotX, including complying with territorial restrictions on the exchange of digital currencies.

For example, SynapseFi's API will enable to Company to know where the user is when accessing RiotX, thereby enabling the Company to prevent a user from a state where the exchange of digital currencies is permitted, from traveling to neighboring a neighboring state , where the exchange of digital currencies is not permitted or has not been licensed by RiotX , and using the RiotX platform in the prohibited jurisdiction.

Under the Coinsquare Agreement, Coinsquare would have been responsible for the day to day management, hosting, customer support and other operational services. The Coinsquare Agreement was terminated by mutual agreement of the Company and Coinsquare on September 17, , as reported by the Company in its Current Report on Form 8-K filed on September 18, Termination of the Coinsquare Agreement caused the Company to search for replacement third party service vendors to fulfil the roles which would have been performed by Coinsquare under the Coinsquare Agreement.

Shift will only replace the Trading Engine component of the services which were to be provided to RiotX by Coinsquare under the Coinsquare Agreement. As a result, the Company plans to take on the role of customer support, account management and operations internally and is seeking out a third party Digital Wallet Services provider.

In order to accommodate this change, the Company has revised its operating budget for RiotX to include a reallocation of the costs for headcount and other internal investments that were previously supported by Coinsquare. The Shift Agreement is for an initial term of 12 months, which may be renewed for a period of 6 months by the Company. The Shift Agreement is payable in two separate amounts: an initial set up charge, and recurring monthly fees.

Termination of the Shift Agreement will terminate all performance obligations of Shift and the Company. The selection and integration of a Trading Engine into the planned digital currency exchange represents a milestone in the development of RiotX. Management believes the Shift Agreement will ultimately prove beneficial to the Company and its planned digital currency exchange, and that it represents an important milestone in the development timeline of its planned digital currency exchange. Digital Wallet Services will provide RiotX exchange users with secured digital means of storing digital currencies for exchange on RiotX.

Once the Company has consummated an agreement with an appropriate Digital Wallet Services provider, the Company will be in a position to start bringing its RiotX digital currency exchange online in those jurisdictions where it has obtained regulatory approval. Project Timeline for RiotX. The Company anticipates launching its RiotX digital currency exchange by mid- , which plan is subject to change based on several factors as discussed in this prospectus.

Once RiotX is online, the Company plans to offer services in a limited number of states in order to validate the performance of the system and debug any potential issues with the software. Throughout this time, the Company plans to increase staff levels to support additional users and refine its procedures for compliance, security and general support of RiotX. As the Company obtains the necessary regulatory approval in a given jurisdiction, the Company intends to bring RiotX online in that jurisdiction, with the ultimate goal of bringing RiotX online in all 50 states except Hawaii.

Management believes this timeline is achievable, but, in light of difficulties in obtaining regulatory approval, reaching software-as-a-service agreements with third party vendors, and capital restrictions affecting the Company, this timeline may be delayed. Termination of the Coinsquare Agreement required the Company to replace Coinsquare with other providers that would fulfill various technology components such as the Trade Matching Engine and Digital Wallet Service for RiotX , as well as customer support and management services, all of which were to be handled by Coinsquare staff under the original Coinsquare Agreement.

In addition to allocating its own personnel and resources to handling the customer service and troubleshooting aspects of the RiotX exchange, which would have been handled by Coinsquare under the Coinsquare Agreement, the Company must integrate its strategic partnerships with third party vendors like Shift and SynapseFi into the RiotX exchange to provide the Company with the necessary services for the development and operation of RiotX.

The Coinsquare Agreement would have fulfilled many of the outstanding development milestones for the planned RiotX exchange, but after termination of the Coinsquare Agreement, the Company entered into the SynapseFi Agreement to provide RiotX with the necessary banking services.

Finally, the Company is working towards contracting with a third party vendor to provide RiotX with Digital Wallet Services. With the Shift and SynapseFi agreements in place, once the Company has secured a digital wallet service provider, it will be in a position to deploy the RiotX exchange in all jurisdictions in which it has obtained regulatory approval. Any delay in these factors, as well as additional unforeseen or unforeseeable factors, may result in the delay of the launch of the RiotX exchange platform.

Cost of Development and Operation of RiotX. This estimate is based on current projections, and is subject to change as factors such as protracted legal costs affect the cost profile of the development of the RiotX exchange.

Factors such as rapid growth, changes in the regulatory landscape, and changes in our business plan could have a material adverse effect on these estimates, and, as such, these costs are subject to change over time. You should not assume that the estimates disclosed under this subheading of this prospectus are accurate on any date subsequent to the date set forth on the front of this prospectus.

Regulatory Framework of RiotX. Management continues to work towards the long-term goal of obtaining regulatory approval of the RiotX exchange in all 50 U. In furtherance of its plan to obtain regulatory compliance, the Company purchased These additional licenses may permit the Company to explore additional exchange developments in the future, including a possible digital currencies futures exchange.

The New York State Bitlicense is seen as a benchmark license in the cryptocurrency business, and has traditionally been difficult to obtain. In the third and fourth quarter of , however, New York State regulators have increased the number of New York State Bitlicenses issued, and have done so at a greater frequency than in previous quarters.

While management does not believe this bears any indication on its own application, management believes this movement indicates increasing action by New York State regulators to grant state licenses. This lack of regulatory approval in one of the largest and most economically important states in the United States could have a detrimental effect on the planned RiotX exchange, which may have a material negative impact on our business operations.

Business Risks Associated with RiotX. The Company has devoted significant resources to the development of the planned RiotX exchange and the Company may lose most or all of its investment if RiotX fails. If the Company faces significant delays in the deployment of RiotX, or if the development costs of RiotX become unbearable, the Company may have to reduce or even halt its efforts to develop and deploy RiotX.

If the Company is unsuccessful in the deployment of RiotX, it may lose most or all of the capital it has invested into the exchange. Additionally, if RiotX is not adopted by users, it may never gain traction in the market and become viable long-term.

These risks to the deployment and adoption of RiotX pose significant risks to the capital the Company has invested in RiotX and the Company may be unable to sustain significant short and long-term increases in the costs associated with RiotX. Description of the Private Placement.

Accordingly, due to the six 6 month delay in the exercise rights of the Warrant holders, the Notes and the Warrants are intended to constitute separate issuances under NASDAQ rules. The Notes are convertible into shares of our common stock at any time after the effective date of the Notes, provided, however, that at no time will the Company be required to issue more than 2,, Conversion Shares without breaching our obligations under NASDAQ rules. The Company further agreed not to effectuate a reverse split while the Notes are outstanding and will be liable for liquidated damages if it does pursue a reverse split.

This is in addition to any other rights the Investors hold. The maturity date of the Notes is twelve months from the Effective Date. Under the Notes, the Company will be subject to certain penalties in the event of default, which could be substantial.

Pursuant to which the Company has filed the registration statement to which this prospectus relates. The foregoing description of the Financing Agreements are not complete and are qualified in their entirety by reference to the form of the Notes, Warrants the Securities Purchase Agreements, Security Agreements, and Registration Rights Agreements are filed as exhibits to the Company's previous current report on Form 8-K filed on February 1 , and which are incorporated by reference herein.

The representations, warranties and covenants made in such agreements were made solely for the benefit of the parties to such agreements, including, in some cases, for the purpose of allocating risk among the parties thereto, and should not be deemed to be a representation, warrant or covenant to you. Moreover, such representations, warranties or covenants were made only as of the date of such agreements.

Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of the Company's affairs. This prospectus relates to the resale of shares of our common stock by the selling stockholders. The selling stockholders, their successors, transferees, pledgees, donees or successors, may offer to sell the shares being offered in the prospectus at fixed prices, at prevailing market prices at the time of sale, at varying prices or at negotiated prices.

We have agreed to register the offer and sale of the common stock in satisfaction of the Registration Rights Agreements we have granted to the selling stockholders. We will not receive any proceeds from the sale of the securities by the selling stockholders. The Warrants are exercisable for shares of our common stock on a one- 1 for-one 1 basis, meaning that each Warrant may be exchanged for a single share of our common stock upon satisfaction of the exercise conditions of the Warrants.

Investing in our securities involves a high degree of risk. In addition to those risk factors incorporated by reference herein, the Company has identified the following uncertainties and risk factors which may affect our business:. The value of shares being registered is significant in relation to our trading volume. Absent an effective registration statement, all of the shares being registered for sale on behalf of the selling stockholders are presently restricted securities bearing a restrictive legend informing all potential purchasers on the statutory restrictions on the resale of said securities.

The Company has filed this registration statement to register these restricted securities for sale on the public market by the selling stockholders and thereby remove the restrictive legends on such securities. These restricted securities, if sold on the public market all at once or at or about the same time after the removal of the restrictive legends, could depress the trading market price of shares of our common stock during the period the registration statement to which this prospectus relates remains effective by substantially increasing the volume of our common stock then trading on the public market.

This depression in the trading value of our shares could, in addition to the adverse effect on our present shareholders described above, could hinder our ability to raise capital by reducing the trading value of our shares. Any outstanding shares not sold by the selling stockholders pursuant to this prospectus will remain as restricted shares in the hands of the holders, except for those held by non-affiliates for a period of six 6 months pursuant to Rule of the Securities Act.

Our Bylaws contain a forum selection clause which requires our stockholders to bring claims against us in the State of New York as the sole and exclusive forum for the resolution of their claims; our stockholders may be prejudiced by this forum selection clause. The Company's choice of the state and federal courts located within the State of New York as the sole and exclusive forum for the resolution of claims brought by our stockholders under the forum selection clause contained in our Bylaws may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for such disputes and may discourage lawsuits with respect to such claims.

The Company believes, however, that the choice of New York is beneficial to our stockholders and the Company, as the state and federal courts of New York have considerable experience and familiarity with stockholder derivative and other similar claims brought against corporations, which leads to greater consistency in the application of applicable law. This prospectus, including the documents that we incorporate by reference, contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act.

We believe these forward-looking statements are reasonable; however, you should not place undue reliance on any forward-looking statements, which are based on current expectations. These forward-looking statements are based on our current expectations and projections about future events and they are subject to risks and uncertainties known and unknown that could cause actual results and developments to differ materially from those expressed or implied in such statements.

Accordingly, these statements involve estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this prospectus. We intend for these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of , and we are including this statement for purposes of complying with these safe harbor provisions.

You should read this prospectus and the documents that we reference herein and therein and have filed as exhibits to the registration statement, of which this prospectus and any prospectus supplement is part, completely and with the understanding that our actual future results may be materially different from what we expect.

You should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus or such prospectus supplement only. Because the risk factors referred to above, as well as the risk factors incorporated herein by reference, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements.

Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as may be required under applicable law.

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